8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2022

ICF International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33045	22-3661438
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
9300 Lee Highway, Fairfax, Virginia		22031
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:(703) 934-3000

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock	ICFI	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

EXPLANATORY NOTE

This Amendment to the Current Report on Form 8-K amends the Current Report on Form 8-K of ICF International, Inc., filed with the Securities Exchange Commission (the “SEC”) on May 24, 2022 (the “Previous Current Report”), in which ICF International, Inc. (the “Company”) reported details related to its Investor Day, to be held on May 25, 2022. The Company is amending the Previous Current Report for sole purpose of amending Exhibit 99.1, to include an updated hyperlink address to register for the webcast. Item 7.01 of the Previous Current Report remains unchanged in all respects.

Item 7.01 Regulation FD Disclosure

On May 24, 2022, ICF International, Inc. (the “Company”) announced that its Investor Day will take place on Wednesday, May 25, 2022. Members of the Company’s leadership team will present and participate in panel discussions to provide further insight into its diversified portfolio and discuss the key growth catalysts in its government and commercial markets. A live audio webcast will begin at 2:30 p.m. (ET) on May 25, 2022. Instructions to participate in the webcast are contained in the press release, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is being furnished with this Current Report on Form 8-K/A:

Exhibit No. Description

99.1 Updated Press Release dated May 24, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICF International, Inc.
Date: May 24, 2022	By:	/s/ James E. Daniel
		James E. Daniel Executive Vice President, General Counsel & Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

ICF Confirms Details of the 2022 Investor Day in New York

FAIRFAX, Va. (May 24, 2022) — ICF (NASDAQ: ICFI), a global consulting and digital services provider, today confirms that its previously announced Investor Day will take place on Wednesday, May 25, 2022, in New York, New York. Senior management will focus their remarks on ICF’s key growth markets within its government and commercial client sets, including IT modernization/digital transformation, public health, disaster management, utility consulting, as well as climate, environment and infrastructure.

Analysts and institutional investors interested in attending are encouraged to contact ICF Investor Relations at icf@advisiry.com. Those investors and analysts who cannot attend this live event in person can join a simultaneous webcast that will begin at 2:30 p.m. ET on May 25, 2022. To participate, please register at this link https://icfinvestorday2022.convene.com/user-login/ and use the passcode ICF2022 at least 15 minutes prior to the live event and download and install any necessary software. An archive will be available at the above address for one month following the live event.

###

About ICF

ICF (NASDAQ:ICFI) is a global consulting services company with approximately 8,000 full- and part-time employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.

Caution Concerning Forward-looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; our ability to acquire and successfully integrate businesses; and the effects of the novel coronavirus disease (COVID-19) and related federal, state and local government actions and reactions on the health of our staff and that of our clients, the continuity of our and our clients’ operations, our results of operations and our outlook. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

Investor information contact:
Lynn Morgen, AdvisIRy Partners, lynn.morgen@advisiry.com, +1.212.750.5800

or

David Gold, AdvisIRy Partners, david.gold@advisiry.com, +1.212.750.5800

Company information contact:
Lauren Dyke, ICF, lauren.dyke@icf.com, +1.571.373.5577

XML

Document And Entity Information	May 24, 2022
Document Information [Line Items]
Entity, Registrant Name	ICF International, Inc.
Document, Type	8-K/A
Document, Period End Date	May 24, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33045
Entity, Tax Identification Number	22-3661438
Entity, Address, Address Line One	9300 Lee Highway
Entity, Address, City or Town	Fairfax
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	22031
City Area Code	703
Local Phone Number	934-3000
Title of 12(b) Security	Common Stock
Trading Symbol	ICFI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Description	Form 8-K/A date of report 05-24-22
Amendment Flag	true
Entity, Central Index Key	0001362004